Joseph Taylor
About Joseph M. Taylor
Independent director since May 2017; age 72. Former Chairman and CEO of Panasonic Corporation of North America (1983–2017). Past board service at New Jersey Institute of Technology (2014–2022) and current advisory board member at WAVE Equity Partners (since Sept 2023). Serves on Ceribell’s Nominating & Corporate Governance Committee; Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Panasonic Corporation of North America | Chairman & Chief Executive Officer; earlier roles across 1983–2017 | Sep 1983–Apr 2017 | Led large technology enterprise; governance and strategy expertise cited by CBLL Board |
| New Jersey Institute of Technology | Director | Jun 2014–Jun 2022 | Public polytechnic university board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WAVE Equity Partners | Advisory Board Member | Since Sep 2023 | Private equity advisory role; no CBLL related-party transactions disclosed for Taylor |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; current members are Lucian Iancovici (Chair), William W. Burke, and Joseph M. Taylor; all independent .
- Independence: Board determined all directors except CEO Dr. Chao and consultant Dr. Parvizi are independent; Taylor is independent .
- Attendance: In 2024, Board met 13 times; Audit 5, Compensation 10, Nominating 2; each Board member attended at least 75% of Board and relevant committee meetings .
- Leadership structure: Chair of the Board is Beckie Robertson; independent directors meet in regularly scheduled executive sessions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | $24,027 | Reported for Taylor in director compensation table |
| Standard Annual Board Retainer | $40,000 | Non-Employee Director Compensation Program |
| Nominating Committee Member Retainer (non-Chair) | $5,000 | Program (Taylor is a member) |
| Meeting fees | Not disclosed | Program lists retainers; no per-meeting fees disclosed |
Program mechanics allow directors to elect receipt of cash retainer in RSUs (fully vested on grant) and to defer RSU settlement; change-in-control triggers full vesting of director RSUs and equity awards .
Performance Compensation
| Instrument | Grant Structure | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (director program) | Annual grant sized at $150,000 divided by 30-day average share price; initial $300,000 RSUs for newly appointed directors post-IPO | Annual RSUs vest at next annual meeting or first anniversary; initial RSUs vest in equal annual installments over three years | No performance-conditioned metrics; time-based vesting only |
| Options (legacy director awards) | Not newly specified in director program; Taylor holds options from prior grants | Director table shows options outstanding; vesting details not itemized for directors | No performance targets disclosed for director options |
- 2024 equity mix: Taylor received $223,673 in stock awards vs $24,027 cash (equity-heavy alignment) .
- IPO RSU grants: 6,618 RSUs automatically granted to eligible non-employee directors at IPO; vest at next annual meeting or first anniversary .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Conflicts Disclosure |
|---|---|---|---|
| New Jersey Institute of Technology | Public (academic) | Director (past) | None reported under Item 404 |
| WAVE Equity Partners | Private | Advisory Board Member | None reported under Item 404 |
- Compensation Committee interlocks: Ceribell discloses no interlocks or insider participation for 2024; no executives of entities with reciprocal board service .
Expertise & Qualifications
- Domain: Corporate governance and business strategy from leadership at Panasonic; large-scale operating experience .
- Board value add: Governance and strategy capabilities highlighted by CBLL .
- Age and tenure: Age 72; Director since May 2017 .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 118,697 | Less than 1% of outstanding shares |
| Composition (footnote details) | 45,033 shares owned; 66,632 options exercisable within 60 days; 7,032 RSUs vesting within 60 days | Footnote (13) detail |
| Options Outstanding (12/31/2024) | 68,254 | Director equity table |
| Unvested RSUs Outstanding (12/31/2024) | 12,819 | Director equity table |
| Hedging/Pledging | Prohibited by Insider Trading Policy (short sales, options/derivatives, hedging, margin, pledging) | Company-wide policy; applies to directors |
Governance Assessment
- Alignment: Equity-heavy director pay and RSU deferral/vesting policies create multi-year alignment; change-in-control full vesting is standard but accelerates upside independent of TSR performance .
- Independence & engagement: Independent status, committee service on Nominating, and at least 75% attendance meet governance norms; regular executive sessions reinforce independent oversight .
- Conflicts: No related-party transactions disclosed involving Taylor; Advisory role at WAVE Equity Partners noted without Item 404 exposure; Parvizi’s consulting arrangement is the only director-related transaction disclosed .
- Committee effectiveness: Nominating Committee responsibilities include board composition, succession, and ESG-related risk oversight; Taylor’s participation supports board refreshment and governance processes .
RED FLAGS
- None disclosed specific to Taylor: no related-party transactions, loans, or pledging/hedging. As an emerging growth company, Ceribell does not conduct say-on-pay votes, reducing direct shareholder feedback on compensation structure .
Additional Governance Policies
- Clawback: Implemented per Nasdaq/Exchange Act 10D for Section 16 officers; recovers erroneously awarded incentive compensation after IPO within prior three fiscal years (officer-focused) .
- Indemnification & D&O insurance: Standard indemnification agreements and D&O insurance in place for directors .
Overall signal: Experienced operator with long-tenured leadership background, independent committee service, and equity-heavy compensation structure; no disclosed conflicts or attendance issues—supportive of investor confidence in board integrity and oversight .